Shared Facilities. The Parties acknowledge and agree that certain of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under the Interconnection Agreement, may be subject to certain shared facilities or co-tenancy agreements to be entered into among Seller, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder and (ii) provide for separate metering and separate CAISO resource IDs for each of the Generating Facility and Storage Facility. METERING Metering. Seller shall measure the amount of Facility Energy using the Facility Meter, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively to the Generating Facility and a single CAISO resource ID dedicated exclusively to the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of ▇▇▇▇▇, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by ▇▇▇▇▇. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the Facility.
Appears in 2 contracts
Sources: Renewable Power Purchase Agreement, Renewable Power Purchase Agreement
Shared Facilities. The Parties acknowledge and agree that certain Owners of the Parcel burdened by the Recreational Facilities Easement and of each Parcel upon which any Campus Identification Sign is located (each a "Burdened Owner") shall be entitled to reimbursement from each Owner of each Parcel benefitted by such Easement or the Owner of each other Parcel to the service of which such Campus Identification Sign is dedicated (as applicable, the "Benefitted Owners"), of a pro rata share of the total annual costs of maintenance, and operation (collectively, "Operating Costs") of the improvements within the Recreational Facilities Easement area or said Campus Identification Sign (each, as applicable, a "Shared Facility") incurred by the Burdened Owner. Each Owner affirms its intention that Operating Costs of such Shared Facilities should be construed inclusively and, for avoidance of doubt but without limiting the generality of the preceding sentence, include costs of (v) insurance, (vi) utility service, (vii) cleaning, (viii) painting or restriping, (ix) maintenance (including preventative maintenance), repair, refurbishment and/or replacement of such improvements and Interconnection Facilitiesall systems serving it (including lighting), (x) consumables (including light bulbs, cleaning supplies, and Seller’s rights paint as applicable), and obligations under (xi) a management fee not to exceed 5% of the Interconnection Agreementtotal of all other Operating Costs hereunder. Costs incurred in relation to or for the benefit of portions of the Land or improvements other than a Shared Facility as well as such Shared Facility (including taxes or insurance for the burdened Parcel) shall be allocated to Operating Costs of such Shared Facility on a pro rata or other reasonable basis, provided that Operating Costs shall in no case include management and overhead costs other than as may be subject included in the management fee provided for above. The Burdened Owner shall, within a reasonable period of time after the end of its fiscal year, submit to certain shared facilities the Benefitted Owners an annual statement including a detailed account of Operating Costs incurred over the preceding 12-month period. The Burdened Owner may elect, in its sole discretion (and may from time to time change such election), to obtain reimbursement either annually in arrears (in which case said invoice for the above-stated pro rata share of the total amount shown on the annual statement shall be due and payable when received by each benefitted Owner) or co-tenancy agreements monthly in advance (in which case each Benefitted Owner shall pay to be entered into among Sellerthe Burdened Owner, on or before the first day of each calendar month, 1/12th of the total amount shown on an annual budget for the period including such month provided by said Burdened Owner (or, in the absence of such a budget, the Participating Transmission Ownerlast received annual statement), Seller’s Affiliatesand, or third parties pursuant with said payment for the first month after an annual statement is received, an additional amount equal to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements the excess of (i) shall permit Seller to perform or satisfythe above-stated pro rata share of the total amount shown on said statement, and shall not purport to limit, its obligations hereunder and over (ii) provide for separate metering and separate CAISO resource IDs for the total amount actually paid during each of month covered thereby, provided that in the Generating Facility and Storage Facility. METERING Metering. Seller event said pro rata share is less than said total actually paid, the Benefitted Owner shall measure be entitled to a credit against future monthly payments in the amount of Facility Energy using the Facility Meterdifference). For purposes of this Section 8(c), pro rata cost sharing between the amount Owners of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters Benefitted Parcels shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively determined on the basis of the ratio of the total area of the contributing Owner's Parcel(s) to the Generating Facility and a single CAISO resource ID dedicated exclusively to total area of the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of ▇▇▇▇▇, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by ▇▇▇▇▇. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the FacilityLand.
Appears in 2 contracts
Sources: Lease Agreement (Forescout Technologies, Inc), Lease Agreement (Forescout Technologies, Inc)
Shared Facilities. The Parties acknowledge and agree that certain of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under the Interconnection Agreement, may be subject to certain shared facilities or co-tenancy agreements to be entered into among Seller, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder and (ii) provide for separate metering and separate CAISO resource IDs for each of the Generating Facility and Storage Facility. METERING Metering. Seller shall measure the amount of Facility Energy using the Facility Meter, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. [Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively throughout the Delivery Period any and all interconnection and transmission service rights and Permits required to effect delivery of the electric energy from the Project to the Generating Facility and a single CAISO resource ID dedicated exclusively Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to the Storage FacilityProject that is no less than the Contract Capacity. The Parties acknowledge that ownership and use of the Shared Facilities (including the interconnection agreement itself) may be subject to a co-tenancy or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller shall not obtain additional CAISO resource IDs for ensure that, throughout the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of ▇▇▇▇▇Delivery Period, Seller shall obtain one have sufficient interconnection capacity and rights under or more additional through the interconnection agreement and the Shared Facilities Agreements, if any, to interconnect the Project with the CAISO resource IDsControlled Grid and fulfill its obligations under this Agreement. In connection with the interconnection agreement and the Shared Facilities Agreements, provided that any out-of-pocket costs associated if any, the following shall apply:] {SCE Note: All projects except ECR with obtaining such additional CAISO resource IDs incurred by DERs.} [Seller shall obtain and maintain throughout the Delivery Period any and all interconnection and transmission service rights and Permits required to effect delivery of the electric energy from each Distributed Energy Resource to the Distributed Energy Resource Aggregation and from the Distributed Energy Resource Aggregation to the Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to each Distributed Energy Resource that is no less than the applicable DER Contract Capacity. The Parties acknowledge that ownership and use of the Shared Facilities (including the interconnection agreement itself) may be reimbursed by ▇▇▇▇▇subject to a co-tenancy or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Metering will be consistent with Seller shall ensure that, throughout the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a sealDelivery Period, Seller shall notify Buyer as soon as practicablehave sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements, if any, to interconnect the particular DERs that are sharing facilities with the CAISO Controlled Grid and fulfill its obligations under this Agreement. In additionconnection with each interconnection agreement and Each Shared Facilities Agreements, if any, the following shall apply:] {SCE Note: ECR Projects with DERs only} The Shared Facilities Agreements shall provide that: the Other Seller(s), the Affiliate Manager and the Interconnection Affiliate (if different from the Seller or Other Seller(s)) shall fully indemnify Seller[, SCE, and Seller’s Customers] {SCE Note: ECR Projects with DERs only} for any liability arising out of its respective acts or omissions in regards to its respective performance obligations under the interconnection agreement and any Shared Facilities Agreement in which such party is a counterparty with Seller, Seller hereby agrees shall have the right to provide all meter data to Buyer correct, remedy, mitigate, or otherwise cure any omission, failure, breach or default of an Other Seller, Affiliate Manager, or Interconnection Affiliate (if different from the Seller or Other Seller(s)) that would negatively impact Seller’s obligations under this Agreement, under the interconnection agreement, or under any Shared Facilities Agreement in which Seller is a form reasonably acceptable to Buyercounterparty, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads any instruction from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the Facility.T&D Provider to:
Appears in 1 contract
Sources: Renewable Power Purchase Agreement
Shared Facilities. The Parties acknowledge that ownership and agree that certain use of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under (including the Interconnection Agreement, interconnection agreement itself) may be subject to certain shared facilities or a co-tenancy agreements or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller shall ensure that, throughout the Delivery Term, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements, if any, to be entered into among Sellerinterconnect the Facility with the CAISO Grid and fulfill its obligations under this Agreement. In connection with the interconnection agreement and the Shared Facilities Agreements, if any, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant to which certain Interconnection following shall apply:
(a) The Shared Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements Agreements shall provide that:
(i) the Other Sellers, the Affiliate Manager and the Interconnection Affiliate (if different from the Seller or Other Sellers) shall permit fully indemnify Seller for any liability arising out of its respective acts or omissions in regards to perform or satisfy, its respective performance obligations under the interconnection agreement and shall not purport to limit, its obligations hereunder and any Shared Facilities Agreement in which such party is a counterparty with Seller,
(ii) provide for separate metering Seller shall have the right to correct, remedy, mitigate, or otherwise cure any omission, failure, breach or default an Other Seller, Affiliate Manager, or Interconnection Affiliate (if different from the Seller or Other Sellers) that would negatively impact Seller’s obligations under this Agreement, under the interconnection agreement, or under any Shared Facilities Agreement in which Seller is a counterparty, and
(iii) any instruction from the CAISO or Transmission Provider to curtail energy deliveries shall be allocated between the Facility and separate CAISO resource IDs for each the Other Projects on a pro rata basis based upon installed capacity, except when such pro rata allocation would be in violation of the Generating Facility applicable curtailment instruction.
(b) Seller shall, or shall cause the Interconnection Affiliate (if different from Seller) to apply for and Storage expeditiously seek FERC’s acceptance of any Shared Facilities Agreements, if required.
(c) Except together with the Facility. METERING Metering. Seller shall measure the amount of Facility Energy using the Facility Meter, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively to the Generating Facility and a single CAISO resource ID dedicated exclusively to the Storage Facility. Seller shall not obtain additional CAISO resource IDs for assign or transfer Seller’s rights or obligations under the Generating Facility, the Storage Facility, interconnection agreement or the Facility any Shared Facilities Agreement to any Person without the prior written consent of Buyer, which consent shall not be unreasonably withheld. In addition, upon the reasonable request of ▇▇▇▇▇.
(d) As between Buyer and Seller under this Agreement, Seller shall obtain one be responsible for all costs and charges directly caused by, associated with, or more additional allocated to Seller, the Interconnection Affiliate, the Affiliate Manager, or the Other Sellers under the interconnection agreement, the Shared Facilities Agreement, if any, and the CAISO resource IDsTariff, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by ▇▇▇▇▇. Metering will be consistent in connection with the Metering Diagram set forth interconnection of the Facility to the Transmission Provider’s electric system and transmission of electric energy from the Facility to the Transmission Provider’s electric system.
(e) Seller shall, or shall cause the Interconnection Affiliate, as Exhibit Rapplicable, a final version of which to comply with the CAISO Tariff, including securing and maintaining in full force and effect all required CAISO agreements, certifications and approvals.
(f) Seller shall, or shall be provided cause the Interconnection Affiliate, as applicable, to Buyer at least thirty (30) days before secure through the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating Resource ID that is to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at be used solely for the Facility.
(g) Seller shall, or shall cause the Interconnection Affiliate, as applicable, to comply with the requirements of Appendix H to Appendix CC of the CAISO Tariff, or its equivalent successor.
Appears in 1 contract
Sources: Power Purchase Agreement
Shared Facilities. [Seller shall obtain and maintain throughout the Delivery Term any and all interconnection and transmission service rights and Permits required to effect delivery of the electric energy from the Project to the Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to the Project that is no less than the Contract Capacity. The Parties acknowledge that ownership and agree that certain use of the Shared Facilities (including the interconnection agreement itself) may be subject to a co-tenancy or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller agrees that, throughout the Delivery Period, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements, if any, to interconnect the Project with the CAISO Controlled Grid and fulfill its obligations under this Agreement. In connection with the interconnection agreement and the Shared Facilities Agreements, if any, the following shall apply:] {SCE Note: All projects except ECR with DERs.} [Seller shall obtain and maintain throughout the Delivery Term any and all interconnection and transmission service rights and Permits required to effect delivery of the electric energy from each Distributed Energy Resource to the Distributed Energy Resource Aggregation and from the Distributed Energy Resource Aggregation to the Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to each Distributed Energy Resource that is no less than the applicable DER Contract Capacity. The Parties acknowledge that ownership and use of the Shared Facilities (including the interconnection agreement itself) may be subject to a co-tenancy or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller agrees that, throughout the Delivery Period, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements, if any, to interconnect the particular DERs that are sharing facilities with the CAISO Controlled Grid and fulfill its obligations under this Agreement. In connection with each interconnection agreement and Each Shared Facilities Agreements, if any, the following shall apply:] {SCE Note: ECR Projects with DERs only} The Shared Facilities Agreements shall provide that: the Other Seller(s), the Affiliate Manager and the Interconnection FacilitiesAffiliate (if different from the Seller or Other Seller(s)) shall fully indemnify Seller[, SCE, and Seller’s rights and Customers] {SCE Note: ECR Projects with DERs only} for any liability arising out of its respective acts or omissions in regards to its respective performance obligations under the interconnection agreement and any Shared Facilities Agreement in which such party is a counterparty with Seller, Seller shall have the right to correct, remedy, mitigate, or otherwise cure any omission, failure, breach or default of an Other Seller, Affiliate Manager, or Interconnection Affiliate (if different from the Seller or Other Seller(s)) that would negatively impact Seller’s obligations under this Agreement, may be subject to certain shared facilities or co-tenancy agreements to be entered into among Seller, under the Participating Transmission Owner, Seller’s Affiliatesinterconnection agreement, or third parties pursuant to under any Shared Facilities Agreement in which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements (i) shall permit Seller to perform or satisfyis a counterparty, and any instruction from the CAISO or T&D Provider to curtail energy deliveries shall not purport to limitbe allocated between the [Project][particular DERs that are sharing facilities] {SCE Note: ECR Projects with DERs only} and the Other Project(s) on a pro rata basis based upon installed capacity, its obligations hereunder and (ii) provide for separate metering and separate CAISO resource IDs for each except when such pro rata allocation would be in violation of the Generating Facility applicable curtailment instruction. Seller shall, or shall cause the Interconnection Affiliate (if different from Seller) to, apply for and Storage Facility. METERING Meteringexpeditiously seek FERC’s acceptance of any Shared Facilities Agreement(s), if required. Seller shall measure the amount of Facility Energy using the Facility Meter, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as not assign or transfer Seller’s cost. Subject rights or obligations under the interconnection agreement or any Shared Facilities Agreement to meeting any applicable CAISO requirements, Person without the meters shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approvalconsent of SCE, which consent shall not to be unreasonably withheld. Seller shall obtain provide Notice to SCE at least 30 days in advance of a change in the Affiliate Manager. As between SCE and maintain a single Seller under this Agreement, Seller shall be responsible for all costs and charges directly caused by, associated with, or allocated to Seller, the Interconnection Affiliate, the Affiliate Manager, or the Other Seller(s) under the interconnection agreement, the Shared Facilities Agreement, if any, and the CAISO resource ID dedicated exclusively Tariff, in connection with the interconnection of the Project to the Generating Facility T&D Provider’s electric system and transmission of electric energy from the Project to the T&D Provider’s electric system. Seller shall, or shall cause the Interconnection Affiliate, as applicable, to comply with the CAISO Tariff, [applicable to Distributed Energy Resources, a Distributed Energy Resource Provider, and a single Distributed Energy Resource Aggregation] {SCE Note: ECR Projects with DERs only}, including securing and maintaining in full force and effect all required CAISO resource ID dedicated exclusively to the Storage Facilityagreements, certifications and approvals. Seller shall, or shall not obtain additional cause the Interconnection Affiliate, as applicable, to secure through the CAISO resource IDs the CAISO Resource ID that is to be used solely for this Project. Any obligation or action required of Seller under this Agreement shall, as applicable, also include an obligation that Seller cause the Interconnection Affiliate and/or the Affiliate Manager to fulfill such obligation or take such required action. [Seller shall, or shall cause the Interconnection Affiliate to, as applicable, comply with the metering requirements of the CAISO Tariff applicable to a: (i) Distributed Energy Resource Aggregation, (ii) Distributed Energy Resource Provider, (iii) Distributed Energy Resource, and (iv) Scheduling Coordinator for a Distributed Energy Resource Aggregation, or each applicable equivalent successor, for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of ▇▇▇▇▇, Seller shall obtain one or more additional CAISO resource IDs, provided ] {SCE Note: ECR Projects with DERs only}] {SCE Note: Language applicable to projects that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by ▇▇▇▇▇. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the Facilityutilize Shared Facilities.}
Appears in 1 contract
Sources: Renewable Power Purchase Agreement
Shared Facilities. During the Term of this Lease, Tenant shall have the right to use, in common with Landlord, its employees, tenants and invitees, certain shared amenities of the Project which include the right to use the fitness center, cafeteria and recreation center and the CARES Center located on the ground floor of Building 960 together with the sport courts located at the Project (the “Shared Facilities”). The Parties acknowledge Shared Facilities shall expressly exclude the wellness rooms located within the Project except for the wellness room located on the first floor of the Building. Landlord acknowledges and agree agrees that certain the usable square footage of any of the Shared Facilities and Interconnection Facilities, and Sellershall not be included in the determination of the rentable square footage of either the Premises or the Building. Tenant’s rights and obligations under use of the Interconnection Agreement, may Shared Facilities shall be subject to certain shared facilities such rules and regulations as Landlord may reasonably prescribe from time to time upon notice to Tenant and shall be without any additional charge or co-tenancy agreements cost therefore other than with respect to be entered into among Seller, all food and beverages consumed within the Participating Transmission Owner, Sellercafeteria. Attached hereto as Exhibit F-1 are Landlord’s Affiliates, or third parties pursuant current rules and regulations for the Shared Facilities. Tenant understands that it shall not have the right to use any of the personal computers which certain Interconnection Facilities may be subject located within the Shared Facilities and which are connected to joint ownership and shared maintenance and operation arrangements; provided that such agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder and (ii) provide for separate metering and separate CAISO resource IDs for each of the Generating Facility and Storage Facility. METERING Metering. Seller shall measure the amount of Facility Energy using the Facility Meter, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as SellerLandlord’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively to the Generating Facility and a single CAISO resource ID dedicated exclusively to the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheldnetwork. In addition, upon Tenant shall have the reasonable request right, at its sole cost and expense, to arrange for on-Premises catering to be provided by the operator of ▇▇▇▇▇the cafeteria or any other provider. Landlord reserves the right to make all such changes, Seller shall obtain one or more additional CAISO resource IDsadditions, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller improvements and replacements as Landlord may elect, in its sole and absolute discretion and nothing set forth herein in this Section 2.5 shall be reimbursed by ▇▇▇▇▇. Metering will be consistent with deemed a covenant or representation that Landlord shall not cease operation of all, or a portion of, the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before Shared Amenities during the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicableTerm. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to BuyerTenant shall have the right, without any additional cost therefore, and consents upon such equitable basis as reasonably established by Landlord, to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility reserve and all inspection, testing utilize such conference and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) auditorium facilities as Landlord may operate at the FacilityProject from time to time, including, but not limited to, the right not more than once (as determined on a non-cumulative basis) per month (and subject to availability as reasonably determined by Landlord) to conduct corporate meetings and client presentations within the large auditorium housed within Building 970. Tenant acknowledges that during the Term the cafeteria shall not be open on Observed Holidays.
Appears in 1 contract
Sources: Lease Agreement (DemandTec, Inc.)
Shared Facilities. The Parties acknowledge that ownership and agree that certain use of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under (including the Interconnection Agreement, interconnection agreement itself) may be subject to certain shared facilities or a co-tenancy agreements or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller or other third party may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Manager”). Seller shall ensure that, throughout the Delivery Term, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements, if any, to be entered into interconnect the Facility with the CAISO Grid and fulfill its obligations under this Agreement. In connection with the interconnection agreement and the Shared Facilities Agreements, if any, the following shall apply:
(a) The Shared Facilities Agreements shall:
(i) include indemnification provisions among the Seller, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant Other Sellers and the Manager that are reasonably acceptable to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder and all Financing Parties,
(ii) provide for separate metering and separate CAISO resource IDs for each of the Generating Facility and Storage Facility. METERING Metering. include provisions under which Seller shall measure have such rights to correct, remedy, mitigate, or otherwise cure any omission, failure, breach or default by an Other Seller or Manager that are reasonably acceptable to all Financing Parties, and
(iii) to the amount extent they include provisions allocating obligations in respect of Facility Energy using any instruction from the Facility MeterCAISO or Transmission Provider to curtail energy deliveries, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters such provisions shall be programmed reasonably acceptable to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approvalall Financing Parties.
(b) If required, not to be unreasonably withheld. Seller shall obtain arrange for application to FERC (and maintain a single CAISO resource ID dedicated exclusively to expeditiously seek FERC’s acceptance) of any Shared Facilities Agreements.
(c) Except together with the Generating Facility and a single CAISO resource ID dedicated exclusively to the Storage Facility. , Seller shall not obtain additional CAISO resource IDs for assign or transfer any of Seller’s rights or obligations under the Generating Facility, the Storage Facility, interconnection agreement or the Facility any Shared Facilities Agreement that are necessary to perform this Agreement to any Person without the prior written consent of Buyer, which consent shall not be unreasonably withheld. In addition, upon the reasonable request of ▇▇▇▇▇.
(d) As between Buyer and Seller under this Agreement, Seller shall obtain one be responsible for all costs and charges directly caused by, associated with, or more additional allocated to Seller, the Manager, or the Other Sellers under the interconnection agreement, the Shared Facilities Agreements, if any, and the CAISO resource IDsTariff, in connection with the interconnection of the Facility to the Transmission Provider’s electric system and transmission of electric energy from the Facility to the Transmission Provider’s electric system, except as provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by otherwise herein upon a breach or default of Buyer hereunder.
(e) Seller shall be reimbursed by ▇▇▇▇▇. Metering will be consistent comply with, or shall arrange for compliance with the Metering Diagram set forth CAISO Tariff, as Exhibit Rnecessary to carry out this Section 6.6, a final version of which including securing and maintaining in full force and effect all required CAISO agreements, certifications and approvals all to the extent necessary for Seller to perform hereunder.
(f) Seller shall be provided to Buyer at least thirty (30) days before secure through the Commercial Operation Date. Each meter shall be kept under seal, such seals CAISO the CAISO Resource ID that is to be broken only when used solely for the meters are to be tested, adjusted, modified or relocated. In Facility.
(g) To the event Seller breaks a sealextent applicable, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees ensure compliance with the requirements of Appendix H to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO Appendix CC of the CAISO meter data directly relating to the Facility and all inspectionTariff, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its equivalent successor) or directly from the CAISO meter(s) at the Facility.
Appears in 1 contract
Sources: Power Purchase Agreement
Shared Facilities. The Parties acknowledge (a) It is acknowledged that the Retained Premises is in part located in buildings and agree improvements which also contain the Vacated Premises, and that Tenant has granted to Landlord certain cross-usage rights under Section 25.25 of the Lease (the exterior and structural elements of said buildings and improvements and the railroad tracks, roadways and other areas affected by said cross-usage rights being herein collectively, the “Shared Facilities”). Notwithstanding any other provisions of this Lease, Tenant shall perform the following obligations for the entirety of the Shared Facilities as if the entirety thereof were part of the Leased Premises: maintenance pursuant to Article 9 and Interconnection FacilitiesSection 25.25 of the Lease, all pursuant to the terms and Seller’s rights and conditions of the Lease as if all of the Shared Facilities were part of the Leased Premises, but recognizing that Tenant shall have no responsibility or obligation with respect to the interior of any improvements which are part of the Vacated Premises.
(b) In consideration of the performance of its obligations under clause (a) of this Section 25.26, during such time as the Interconnection AgreementVacated Space (or any part thereof) shall be leased to an Other Tenant or Tenants (but only during such times), may Landlord shall reimburse Tenant for Landlord’s Proportionate Share (as hereafter defined) of all actual costs incurred by Tenant in the performance of said obligations with respect to the Shared Facilities (the “Shared Facilities Costs”). Shared Facilities Costs shall include, without limitation, ordinary and capital costs for labor and materials, equipment costs, utility charges, costs of security, janitorial services, landscaping and pest control and management and accounting fees and all other costs related thereto. Landlord’s Proportionate Share shall be subject forty percent (40%) times the percentage of the Vacated Premises that is leased to certain shared facilities an Other Tenant or co-tenancy agreements Tenants from time to time and shall be equitably adjusted if the square footage of floor space in the Vacated Premises or Retained Premises shall be increased or decreased from time to time. For example, if fifty percent of the Vacated Premises is leased to an Other Tenant, then the Landlord’s Proportionate Share shall be twenty percent (20%) (i.e. forty percent (40%) times fifty percent (50%)).
(c) Subject to the terms of Section 25.26(b), Landlord shall pay to Tenant Landlord’s Proportionate Share of the Shared Facilities Costs as and when billed by Tenant (but no more often than monthly), such payments to be entered into among Seller, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder and (ii) provide for separate metering and separate CAISO resource IDs for each of the Generating Facility and Storage Facility. METERING Metering. Seller shall measure the amount of Facility Energy using the Facility Meter, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively to the Generating Facility and a single CAISO resource ID dedicated exclusively to the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of ▇▇▇▇▇, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by ▇▇▇▇▇. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least made within thirty (30) days before after Tenant submits to Landlord a statement therefor from time to time. Landlord shall cause Other Tenants to prepay to Landlord three months of Shared Facilities Costs in order to insure prompt payment thereof.
(d) Landlord may examine Tenant’s books and records relative to the Commercial Operation DateShared Facilities Costs from time to time. Each meter Any request for examination must be made by written notice from Landlord to Tenant from time to time, but not more than twice in any calendar year. Tenant’s books and records pertaining to the immediately preceding twelve (12) full calendar months shall be kept under sealmade available to Landlord for inspection at the Leased Premises within thirty (30) days after Tenant receives Landlord’s written notice. If Landlord fails to take written exception to any item of Shared Facilities Costs disclosed in such inspection within sixty (60) days after such inspection, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer any item of Shared Facilities Costs reflected in a form reasonably acceptable statement submitted by Tenant within twenty-four (24) months after submission of such statement, Landlord shall be deemed to Buyerhave accepted such statement and all such items and waived any further audit right with respect thereto. If Landlord takes written exception to an item of Shared Facilities Costs within the applicable period and such exception is not resolved by Tenant and Landlord within twenty (20) days after Landlord’s notice taking exception, Tenant shall submit the dispute to an independent certified public accounting firm selected by Tenant and Landlord. If Landlord and Tenant are unable to agree on an independent certified public accounting firm, Landlord may select one of the five (5) largest national certified public accounting firms for such purpose. Within sixty (60) days following its selection, the selected accounting firm shall prepare and submit to Tenant and Landlord a certificate as to whether the exception is proper and the amount owed by or to Tenant, which determination shall be final and conclusive. If it is found that Landlord has overpaid any amount required hereunder, Tenant shall refund such overpayment to Landlord within thirty (30) days thereafter. If it is determined that the amount of Shared Facilities Costs or Landlord’s Proportionate Share thereof, as set forth in any statement, exceeded the amount which Landlord was obligated to pay in respect thereof, (i) by three percent (3%) or more, Tenant shall bear all costs of Landlord’s accountant or other reviewing entity and of such certification, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility (ii) by less than three percent (3%), Landlord shall bear all costs of Landlord’s accountant or other reviewing entity and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the Facilitysuch certification.
Appears in 1 contract
Sources: Industrial Facility Lease (FreightCar America, Inc.)
Shared Facilities. The Parties acknowledge and agree that certain Owners of the Parcel burdened by the Recreational Facilities Easement and of each Parcel upon which any Campus Identification Sign is located (each a “Burdened Owner”) shall be entitled to reimbursement from each Owner of each Parcel benefitted by such Easement or the Owner of each other Parcel to the service of which such Campus Identification Sign is dedicated (as applicable, the “Benefitted Owners”), of a pro rata share of the total annual costs of maintenance, and operation (collectively, “Operating Costs”) of the improvements within the Recreational Facilities Easement area or said Campus Identification Sign (each, as applicable, a “Shared Facility”) incurred by the Burdened Owner. Each Owner affirms its intention that Operating Costs of such Shared Facilities should be construed inclusively and, for avoidance of doubt but without limiting the generality of the preceding sentence, include costs of (v) insurance, (vi) utility service, (vii) cleaning, (viii) painting or restriping, (ix) maintenance (including preventative maintenance), repair, refurbishment and/or replacement of such improvements and Interconnection Facilitiesall systems serving it (including lighting), (x) consumables (including light bulbs, cleaning supplies, and Seller’s rights paint as applicable), and obligations under (xi) a management fee not to exceed 5% of the Interconnection Agreementtotal of all other Operating Costs hereunder. Costs incurred in relation to or for the benefit of portions of the Land or improvements other than a Shared Facility as well as such Shared Facility (including taxes or insurance for the burdened Parcel) shall be allocated to Operating Costs of such Shared Facility on a pro rata or other reasonable basis, provided that Operating Costs shall in no case include management and overhead costs other than as may be subject included in the management fee provided for above. The Burdened Owner shall, within a reasonable period of time after the end of its fiscal year, submit to certain shared facilities the Benefitted Owners an annual statement including a detailed account of Operating Costs incurred over the preceding 12-month period. The Burdened Owner may elect, in its sole discretion (and may from time to time change such election), to obtain reimbursement either annually in arrears (in which case said invoice for the above-stated pro rata share of the total amount shown on the annual statement shall be due and payable when received by each benefitted Owner) or co-tenancy agreements monthly in advance (in which case each Benefitted Owner shall pay to be entered into among Sellerthe Burdened Owner, on or before the first day of each calendar month, 1/2th of the total amount shown on an annual budget for the period including such month provided by said Burdened Owner (or, in the absence of such a budget, the Participating Transmission Ownerlast received annual statement), Seller’s Affiliatesand, or third parties pursuant with said payment for the first month after an annual statement is received, an additional amount equal to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements the excess of (i) shall permit Seller to perform or satisfythe above-stated pro rata share of the total amount shown on said statement, and shall not purport to limit, its obligations hereunder and over (ii) provide for separate metering and separate CAISO resource IDs for the total amount actually paid during each of month covered thereby, provided that in the Generating Facility and Storage Facility. METERING Metering. Seller event said pro rata share is less than said total actually paid, the Benefitted Owner shall measure be entitled to a credit against future monthly payments in the amount of Facility Energy using the Facility Meterdifference). For purposes of this Section 8(c), pro rata cost sharing between the amount Owners of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters Benefitted Parcels shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyerdetermined on the basis of the ratio of the total area of the contributing Owner’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively Parcel(s) to the Generating Facility and a single CAISO resource ID dedicated exclusively to total area of the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of ▇▇▇▇▇, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by ▇▇▇▇▇. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the FacilityLand.
Appears in 1 contract
Shared Facilities. The Parties acknowledge and agree that certain of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under the Interconnection Agreement, may be subject to certain shared facilities or co-tenancy agreements to be entered into among Seller, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements (ia) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder and (ii) provide for separate metering and separate CAISO resource IDs for each of the Generating Facility and Storage Facility. METERING Metering. Seller shall measure the amount of Facility Energy using the Facility Meter, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. [Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively throughout the Delivery Term any and all interconnection and transmission service rights and Permits required to effect delivery of the electric energy from the Project to the Generating Facility and a single CAISO resource ID dedicated exclusively Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to the Storage FacilityProject that is no less than the Contract Capacity. The Parties acknowledge that ownership and use of the Shared Facilities (including the interconnection agreement itself) may be subject to a co-tenancy or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller agrees that, throughout the Delivery Period, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements, if any, to interconnect the Project with the CAISO Controlled Grid and fulfill its obligations under this Agreement. In connection with the interconnection agreement and the Shared Facilities Agreements, if any, the following shall apply:] {SCE Note: All projects except ECR with DERs.} [Seller shall obtain and maintain throughout the Delivery Term any and all interconnection and transmission service rights and Permits required to effect delivery of the electric energy from each Distributed Energy Resource to the Distributed Energy Resource Aggregation and from the Distributed Energy Resource Aggregation to the Delivery Point. The interconnection agreement shall provide for interconnection capacity available or allocable to each Distributed Energy Resource that is no less than the applicable DER Contract Capacity. The Parties acknowledge that ownership and use of the Shared Facilities (including the interconnection agreement itself) may be subject to a co-tenancy or similar sharing agreement (collectively, “Shared Facilities Agreement(s)”), under which Shared Facilities Agreements an Affiliate of Seller may act as a manager on behalf of Seller and the Other Seller(s) under the interconnection agreement (“Affiliate Manager”). Seller agrees that, throughout the Delivery Period, Seller shall have sufficient interconnection capacity and rights under or through the interconnection agreement and the Shared Facilities Agreements, if any, to interconnect the particular DERs that are sharing facilities with the CAISO Controlled Grid and fulfill its obligations under this Agreement. In connection with each interconnection agreement and Each Shared Facilities Agreements, if any, the following shall apply:] {SCE Note: ECR Projects with DERs only}
(i) The Shared Facilities Agreements shall provide that:
(A) the Other Seller(s), the Affiliate Manager and the Interconnection Affiliate (if different from the Seller or Other Seller(s)) shall fully indemnify Seller[, SCE, and Seller’s Customers] {SCE Note: ECR Projects with DERs only} for any liability arising out of its respective acts or omissions in regards to its respective performance obligations under the interconnection agreement and any Shared Facilities Agreement in which such party is a counterparty with Seller,
(B) Seller shall have the right to correct, remedy, mitigate, or otherwise cure any omission, failure, breach or default of an Other Seller, Affiliate Manager, or Interconnection Affiliate (if different from the Seller or Other Seller(s)) that would negatively impact Seller’s obligations under this Agreement, under the interconnection agreement, or under any Shared Facilities Agreement in which Seller is a counterparty, and
(C) any instruction from the CAISO or T&D Provider to curtail energy deliveries shall be allocated between the [Project][particular DERs that are sharing facilities] {SCE Note: ECR Projects with DERs only} and the Other Project(s) on a pro rata basis based upon installed capacity, except when such pro rata allocation would be in violation of the applicable curtailment instruction.
(D) Seller shall, or shall cause the Interconnection Affiliate (if different from Seller) to, apply for and expeditiously seek FERC’s acceptance of any Shared Facilities Agreement(s), if required.
(E) Seller shall not obtain additional CAISO resource IDs for assign or transfer Seller’s rights or obligations under the Generating Facility, the Storage Facility, interconnection agreement or the Facility any Shared Facilities Agreement to any Person without the prior written consent of BuyerSCE, which consent shall not be unreasonably withheld. In addition, upon .
(F) Seller shall provide Notice to SCE at least 30 days in advance of a change in the reasonable request of ▇▇▇▇▇Affiliate Manager.
(b) As between SCE and Seller under this Agreement, Seller shall obtain one be responsible for all costs and charges directly caused by, associated with, or more additional allocated to Seller, the Interconnection Affiliate, the Affiliate Manager, or the Other Seller(s) under the interconnection agreement, the Shared Facilities Agreement, if any, and the CAISO resource IDsTariff, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by ▇▇▇▇▇. Metering will be consistent in connection with the Metering Diagram set forth interconnection of the Project to the T&D Provider’s electric system and transmission of electric energy from the Project to the T&D Provider’s electric system.
(c) Seller shall, or shall cause the Interconnection Affiliate, as Exhibit Rapplicable, to comply with the CAISO Tariff, [applicable to Distributed Energy Resources, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to BuyerDistributed Energy Resource Provider, and consents a Distributed Energy Resource Aggregation] {SCE Note: ECR Projects with DERs only}, including securing and maintaining in full force and effect all required CAISO agreements, certifications and approvals.
(d) Seller shall, or shall cause the Interconnection Affiliate, as applicable, to Buyer obtaining from secure through the CAISO the CAISO meter data directly relating Resource ID that is to be used solely for this Project.
(e) Any obligation or action required of Seller under this Agreement shall, as applicable, also include an obligation that Seller cause the Facility and all inspectionInterconnection Affiliate and/or the Affiliate Manager to fulfill such obligation or take such required action.
(f) [Seller shall, testing and calibration data and reports. Seller and Buyer or shall cooperate to allow both Parties to retrieve cause the meter reads from Interconnection Affiliate to, as applicable, comply with the metering requirements of the CAISO Market Results Interface – Settlements Tariff applicable to a: (MRI-Si) Distributed Energy Resource Aggregation, (ii) Distributed Energy Resource Provider, (iii) Distributed Energy Resource, and (iv) Scheduling Coordinator for a Distributed Energy Resource Aggregation, or its each applicable equivalent successor) or directly from , for the CAISO meter(s) at the Generating Facility] {SCE Note: ECR Projects with DERs only}] {SCE Note: Language applicable to projects that utilize Shared Facilities.}
Appears in 1 contract
Sources: Renewable Power Purchase Agreement
Shared Facilities. The Parties acknowledge and agree that certain Owners of the Parcel burdened by the Recreational Facilities Easement and of each Parcel upon which any Campus Identification Sign is located (each a “Burdened Owner”) shall be entitled to reimbursement from each Owner of each Parcel benefitted by such Easement or the Owner of each other Parcel to the service of which such Campus Identification Sign is dedicated (as applicable, the “Benefitted Owners”), of a pro rata share of the total annual costs of maintenance, and operation (collectively, “Operating Costs”) of the improvements within the Recreational Facilities Easement area or said Campus Identification Sign (each, as applicable, a “Shared Facility”) incurred by the Burdened Owner. Each Owner affirms its intention that Operating Costs of such Shared Facilities should be construed inclusively and, for avoidance of doubt but without limiting the generality of the preceding sentence, include costs of (v) insurance, (vi) utility service, (vii) cleaning, (viii) painting or restriping, (ix) maintenance (including preventative maintenance), repair, refurbishment and/or replacement of such improvements and Interconnection Facilitiesall systems serving it (including lighting), (x) consumables (including light bulbs, cleaning supplies, and Seller’s rights paint as applicable), and obligations under (xi) a management fee not to exceed 5% of the Interconnection Agreementtotal of all other Operating Costs hereunder. Costs incurred in relation to or for the benefit of portions of the Land or improvements other than a Shared Facility as well as such Shared Facility (including taxes or insurance for the burdened Parcel) shall be allocated to Operating Costs of such Shared Facility on a pro rata or other reasonable basis, provided that Operating Costs shall in no case include management and overhead costs other than as may be subject included in the management fee provided for above. The Burdened Owner shall, within a reasonable period of time after the end of its fiscal year, submit to certain shared facilities the Benefitted Owners an annual statement including a detailed account of Operating Costs incurred over the preceding 12-month period. The Burdened Owner may elect, in its sole discretion (and may from time to time change such election), to obtain reimbursement either annually in arrears (in which case said invoice for the above-stated pro rata share of the total amount shown on the annual statement shall be due and payable when received by each benefitted Owner) or co-tenancy agreements monthly in advance (in which case each Benefitted Owner shall pay to be entered into among Sellerthe Burdened Owner, on or before the first day of each calendar month, 1/12th of the total amount shown on an annual budget for the period including such month provided by said Burdened Owner (or, in the absence of such a budget, the Participating Transmission Ownerlast received annual statement), Seller’s Affiliatesand, or third parties pursuant with said payment for the first month after an annual statement is received, an additional amount equal to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements the excess of (i) shall permit Seller to perform or satisfythe above-stated pro rata share of the total amount shown on said statement, and shall not purport to limit, its obligations hereunder and over (ii) provide for separate metering and separate CAISO resource IDs for the total amount actually paid during each of month covered thereby, provided that in the Generating Facility and Storage Facility. METERING Metering. Seller event said pro rata share is less than said total actually paid, the Benefitted Owner shall measure be entitled to a credit against future monthly payments in the amount of Facility Energy using the Facility Meterdifference). For purposes of this Section 8(c), pro rata cost sharing between the amount Owners of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters Benefitted Parcels shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyerdetermined on the basis of the ratio of the total area of the contributing Owner’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively Parcel(s) to the Generating Facility and a single CAISO resource ID dedicated exclusively to total area of the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of ▇▇▇▇▇, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by ▇▇▇▇▇. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the FacilityLand.
Appears in 1 contract